ACG Research

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Tuesday, April 28, 2015

Arris-PACE: Consolidation, Set-top Box Domination and Tax Avoidance

Arris (USA) has agreed to acquire Pace (UK) for $2.1 billion. According to Arris the key benefits of the deal are to accelerate growth and to improve finances. The growth part is driven by the enhanced international presence and the large-scale entry in to the satellite TV market. The finance part is driven by accretive earnings and corporate taxes.

SP video is still a top five CxO top-of-mind but it’s number five; they still need a compelling video offering to complete a competitive bundle. The driving issue is access to content not number of channels. Ask 100 random people what’s the problem with TV and no one will say resolution. Sorry 4K TV manufacturers. IP video, like IP voice, is just packets, albeit a lot of packets. The impact of video delivery to all devices on all networks is much more interesting to ponder.

With the Arris-Pace deal we have the Number 1 and Number 2 global providers of set-top boxes (STB) combining. If this deal goes through the combined company will have almost 60 percent market share in Cable STBs and 44 percent of the IPTV market. The next vendor, Cisco, will have 10 percent and 15 percent of these markets, respectively. It appears Arris is intent of being the dominant provider of STBs globally.

Set-top boxes have been and continue to be a tough market to sell to. The service providers constantly demand price concessions while at the same time demanding new features. No surprise gross margins are challenging. Cisco realized this late after buying Scientific Atlanta and adopted a “high-end” STB only strategy. As I predicted two years ago this was doomed since high volume is required in this type of market. Simply put, there’s not much of a difference in semiconductor content of a low-end and a high-end STB. Those participating in the low-end, high-volume market thus have a substantial price advantage at the high-end lower volume market because they are receiving substantial volume pricing from all silicon vendors.

Beyond challenging margins, the STB market is facing technical and architectural disruptions. The traditional functionality of the STB is being repositioned between the residential gateway and the cloud, TV manufacturers want a piece of this too, and over-the-top services continue to exert pressure on the legacy linear TV functionality as well. Arris will receive some immediate near-term benefit of entry into the satellite market and will increase its international presence. The value in the long term is less clear as the set-top as we know it is in a state of flux.

On the finance side the deal is accretive: “an increase by natural growth or by gradual external addition: growth in size or extent.” According to the press release the new Arris will be based be “incorporated” in the UK but based in Suwanee GA, USA. Transactions of this ilk, where the acquirer reincorporates to the target country, are not new. You can’t fault U.S. companies from wanting to avoid excessive U.S. corporate taxes. The fundamental of micro economics encourage this.

So, I see marginal long-term strategic benefit in the set-top box area that’s outweighed by the broader portfolio synergies and financial tax gains.